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Chapter 4: Business Organization (2014 1st publication )

4.1 Concept of profit


Reasonable Profit earned by an enterprise is an indication of the effectiveness of
a business operation. The so-called “reasonable profit” is the difference
between the cost price and the selling price, which can be accepted by customer.

The enterprise may use the profit earned to do the following:


1. Pay dividends to shareholders
2. Pay tax
3. Increase employee salary and benefits
4. Product innovation, explore new markets and search for
investment opportunity
5. Sponsor or support voluntary and charitable bodies such as
sports clubs, welfare organizations, scholarship for poor
students, etc.

Types of Business Organization


According to the property ownership partition, business organization can be
divided into Private Enterprise and Government-owned Enterprise.

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4.2 sole proprietorship

(a) Sole Proprietorship


It is owned and controlled by one person who is solely responsible for
managing the business with or without the assistance of employees.

Examples: This type of business is predominant in retail trade (e.g. food stall,
sundry shop) and in the service trade (e.g. beauty saloon, laundry).

Under the Registration Of Businesses Act 1956, sole proprietor


must apply for registration from the Companies Commission of Malaysia in
order to run the business.

A sole proprietor must obtain the business registration certificate before starting
his business. This is the simplest mode of operation. A sole proprietor does not
need to submit an accounts report every year to the Companies Commission of
Malaysia.

In the event of a business failure, his liability is unlimited, i.e. if the business
assets are insufficient to pay the creditors of the business, the sole proprietor is
liable to lose his personal possessions and not merely what he invested in the
business. This is because there is no legal distinction between the personal
property of the proprietor and the assets of the business.
Sole proprietor need to pay Personal Income Tax.

Advantages:
1. Simplicity
Legal procedures are simple. It only needs to be registered
with the Registrar of Business. It can be easily be dissolved
when the proprietor requires it.

2. Personal incentive
It is easy to organize, manage and dissolve as the proprietor
does not need to consult anyone when making decisions.

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3. Privacy
It is not required by law to publicize its balance sheet.

4. Non-separation of ownership and management functions


Since the owner manages the business himself, there is personal supervision
of his employees resulting in more efficiency and productivity. Besides that,
personal attention is given to customers who needs are catered for.

Disadvantages:
1. Lack of continuity
Since the success of the business depends largely on the proprietor’s ability,
skill and ingenuity, its continuity is uncertain, if he has no successor.

2. Lack of capital
Expansion of the business is limited by the lack of capital which depends
solely on the personal resources of the proprietor and on his credit-worthiness.

3. No legal ownership
There is no legal ownership of a business, the business will be affected if the
person carrying out the business passes away. It may not have other people to
continue to operate the business. Therefore, the business will possibly to
close down.

4. Unlimited liability
The proprietorship is personally liable for all debts incurred by the business
in the event of a business failure.

Exercise: PYQ 2010 4c, 2009 2a

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4.3 Partnership and limited liability partnership

There are two types of partnership, general partnership and limited liability
partnership.

4.3.1 Partnership (general partnership)


A form of business unit whereby two but not more than twenty persons to carry
on a business with the aim of making profits.

Examples: Partnerships are common in professional practices like law firms,


doctors or dentists, clinics, accountants and architects’ firms.

Under the Registration Of Businesses Act 1956 and Partnership Act 1961,
partnership must apply for registration from the Companies Commission of
Malaysia in order to run the business.

The business and the partners are considered as one and (no separate legal
entity), like a sole proprietorship, it has an unlimited liability and is subject to
personal income tax.

Under Partnership Act, the operation needs to act in accordance with


Partnership Agreement.

Each general partner takes part in the management of the business, and also
takes responsibility for the liabilities of the business. If one partner is sued, all
partners are held liable.

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Advantages:
1. Simplicity
They are easily to organize and dissolve.

2. Pooling of expertise
Partnerships allow for greater amount of money, skill and
other resources to be pooled.

3. Lower risk burden


Profit and loss being divided so that the risk is reduced.

4. Privacy
Accounts are kept private.

Disadvantages:
1. Limited capital
Expansion of the business is limited to the amount of capital
contributed by the partners, the total number of which cannot
exceed 20.

2. Lack of continuity
Death, bankruptcy, insanity or retirement of a partner may
end a partnership.

3. Group commitment
Action of any partner, except that of the limited partner is
binding on all partners.

4. Unlimited liability
All partners, except the limited partner, have unlimited
liability.

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The dissolution of a partnership is the end of the relationship that exists among
the partners. This may due to the following reasons:

Dissolution
1. retirement of partners
2. disputes, bankruptcy or loss passing away of partners,
resulting in an inability to continue to operate the business
3. partners involved in illegal business, so ordered to
cease operation by the court
4. maturity of partnership agreement

Assets allocation while partnership being dissolved


1. Firstly, payments to creditors
2. Secondly, repayment of loans provided by a partner
3. Thirdly, distributing profits and losses according to the
partnership agreement
4. Lastly, return partners’ capital to partners

4.3.2 Limited liability partnership


Malaysia started the limited liability partnership in year 2012.
Under Limited Liability Partnership Act 2012
A limited liability partnership (LLP), Perkongsian Liabiliti Terhad (PLT) is a
partnership in which some or all partners (depending on the jurisdiction-
Jurisdiction is the power that a court of law or an official has to carry
out legal judgments or to enforce laws) have limited liabilities. It therefore
exhibits elements of partnerships and corporations[1] In an LLP, one partner is not
responsible or liable for another partner's misconduct or negligence. This is an
important difference from the traditional unlimited partnership under the
Partnership Act 1890

(1.)Unlike corporate shareholders, the partners have the right to manage the
business directly. In contrast, corporate shareholders have to elect a board of
directors under the laws of various state charters. The board organizes itself
(also under the laws of the various state charters) and hires corporate officers
who then have as "corporate" individuals the legal responsibility to manage the
corporation in the corporation's best interest.

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Characteristics of LLP

1. (a) Minimum number of members : To start an Limited Liability Partnership at


least 2 members are required initially. However, there is no limit on the
maximum number of partners.

(b) Carrying on business with less than minimum partners


A limited liability partnership may carry on business with fewer than two
partners for a period not exceeding six months or a longer period as may be
determined by the Registrar upon an application from the remaining partner,
provided that the period so extended by the Registrar does not exceed one year.

2. Compliance officer
(1) A limited liability partnership shall appoint at least one compliance officer
from amongst its partners or persons qualified to act as secretaries under the
companies Act 1965 who- (a) is a citizen or permanent resident of Malaysia;
and (b) ordinarily resides in Malaysia.
The compliance officer is in charge of handling the matter of partnership
registration and to submit annual declaration of solvency to SSM – Suruhanjaya
Syarikat Malaysia every year.

3.Publication of names
Every limited liability partnership shall display its name and registration
number outside its registered office and place of business. For example,
Wong&Lim LLP, Seri Cahaya PLT.

4.Separate legal entity :


A limited liability partnership is a body corporate and shall have legal
personality separate from that of its partners.

5. Company tax
A limited liability partnership is subject to company tax.
No requirement of minimum capital : In case of companies there should be a
minimum amount of capital that should be brought by the members / owners
who want to form it. But to start an LLP there is no requirement of minimum
capital.

Source:
http://www.ssm.com.my/sites/default/files/acts/LLP%20ACT%202012%20-
%20For%20Portal_new.pdf

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Advantages of limited liability partnership

1. Greater continuity
There is greater continuity as it has separate existence from the partnership.

2. Limited liability
Partners have limited liability, the liability of a partner is limited to its
registered capital, i.e. the partners are only liable for the full amount of the
capital they have already invested.

3. Account’s privacy
It does not required to publicize its financial statement.

Disadvantages of limited liability partnership

1.Capital resources
It cannot tap the capital resources of members of the public.

2. Flexibility
If a limited liability partnership agreement does not disclose important affairs, it
is required the consent of all the partners in performing the tasks. Therefore,
there is less flexible.

3.Responsibility of compliance officer


The compliance officer who is appointed by partner, may face legal action if the
partnership is involved in negligence of duty.

(c) Limited company

Limited companies can be private or public. Like any person, it can hold
property, make contracts, “sue” and be “sued”. Upon incorporation, the
company becomes a legal person separate from its members.

The liability of a limited company is limited to its registered capital, i.e. the
shareholders are only liable for the full amount of the shares they have already
subscribed or undertaken to subscribe. A shareholder who has fully paid up his
share will not be called upon to settle the debts of the company. Thus, the
shareholders of a limited company will not lose their private property in the
event of a business failure.

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(i). Sources of finance
Short term
1. apply overdraft or short-term loan from bank
2. Credit purchase where the customer is allowed to pay at a later date

Long term
1. apply long term loan from bank
2. issue share or debenture

(ii). Limited company –Incorporation


Under the Companies Act 1965, for this type of limited company to be
incorporated it must apply for registration to the Companies Commission of
Malaysia.

The application procedures are complicated, and generally require the assistance
of a lawyer or Company Secretary.

Procedure for Incorporation


Submit the following documents to the Registrar of Companies:
1. one set of Memorandum And Articles Of Association, two
sets of Memorandum Of Association, two sets of Articles
of Association

2. Director consent is a list of those who agreed to serve as


directors

3. Statutory Declaration, under oath by a lawyer or company


secretary, that the applicant has complied with the Companies
Act

4. A report of the Registered Capital, to state the application for the registration
of company capital, the share value of the company and the number of shares in
the company.

If everything meets the requirements, after the payment of the registration fee,
the Registrar of Companies will issue a Certificate Of Incorporation and register
the company name on the board and , simultaneously announce the formal
establishment of the company.
Before a business can be operated, it must obtain the relevant government
agencies and business services related licence.

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(iv) Private Limited Company

The number of shareholder is subject to a minimum of two and maximum of 50.


The company is controlled by board of directors.

Examples: Restoran Oversea Corporation Sdn Bhd, Munchy Food Industries


Sdn Bhd.

The wordings “Sdn Bhd” means it cannot invite members of the public to
subscribe the shares.

Advantages:
1. limited liability
All shareholders have limited liability. The shareholders are only liable for the
full amount of the shares they have already subscribed or undertaken to
subscribe.

2. Ownership
The shareholders are the owners.

3. Greater continuity
There is greater continuity as it has separate existence from the owners.

4. Privacy
Accounts are kept private.

Disadvantages:
1. Ownership
Ownership is open to private individuals whose shares are not transferable
without the consent of the other shareholders.

2. Capital resources
It cannot tap the capital resources of members of the public.

3. Tax liability
The company’s tax burden is heavier.

Exercise: 2006 6a

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(v) Public Limited Company (updated syallabus: 2017)

The number of shareholders is subject to a minimum of two and there is no


maximum limit.

In Malaysia, the name of the public limited company must added with
“Berhad” , for example: YTL Corporation Berhad, Petronas Dagangan Berhad,
Air Asia Berhad.

Under the Companies Act 2016, Public Limited Company must apply for
registration to the Companies Commission of Malaysia (Suruhanjaya Syarikat
Malaysia).

Public limited company can apply for listing on the Bursa Malaysia.
A prospectus is printed in the newspaper when a company wishes to advertise
its shares to the public. It contains the objectives of the company, its history,
capital and classes of shares and any relevant information that will enable the
public to estimate the prospects of the company. A copy of the prospectus is
also sent to the Registrar of Companies.
Once subscription of shares has been completed, the Registrar of Companies
will issue the Certificate For Commencement Of Business to the public limited
company.

Advantages:
1. Greater continuity
There is greater continuity as it has separate existence from the owners.

2. Limited Liability
The shareholders are only liable for the full amount of the shares they have
already subscribed or undertaken to subscribe.

3. Capital resources
It can tap the capital resources of members of the public.

4. Subscription of shares
It can invite members of the public to subscribe to shares which are freely
transferable, and, if listed on the Stock Exchange, it can be bought and sold
through the Exchange.
(updated syallabus: 2017)

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Disadvantages:
1. Formation
It is more difficult and costly to form. More formalities have to observed in
its formation and operations.

2. Control
Control is in the hands of those shareholders with the largest shares. If the
shareholers have 25% to 30% of the share, he or she can control the company.

3. Privacy
It cannot keep its balance sheet private. It is required by law to publicize its
balance sheet, a copy of which has to be sent to the Registrar of Companies.

4. Tax Liability
The company’s tax burden is heavier as it is subject to a flat corporate rate
on company profits. Unincorporated businesses pay personal income tax,
which is usually relatively lower.

Differences between a private limited company and a public limited


company
Private Limited Company Public Limited Company
No. of Minimum of 1 and a Minimum of two and no
shareholders maximum of 50 maximum limit

Sources of finance Raise funds through existing It can invite members of the
shareholders or invite new public to subscribe the company
shareholders to join in shares
Account’s Privacy It can keep balance sheet It is required to publicize its
private balance sheet
Transference of Shares are not transferable It is freely transferable on the
shares without the consent of the Stock Exchange
other shareholders

(updated syallabus: 2017)

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(vi) Multinational Company
A corporation that maintains assets and/or operations in more than one country is
called multinational company.

A multinational company often has a long supply chain , for example, to set up
a subsidiary company in a number of countries to involve the acquisition of
raw materials in one country, a product's manufacture in a second country, and its
retail sale in a third country.

A subsidiary's financial results are carried on the parent company's books.


Example of multinational companies: Nestle where the parent company is in
Swiss, IOI Corporation Berhad, YTL Corporation Berhad.

Although production and marketing may take place in different countries,


control is usually centralized. Top level decisions are made by the parent
company and are usually made in the global context.

Advantages:
1. Availability of resources
Being able to move their resources among countries in which they operate and
use them in the most profitable way.

2. Expansion of the market


Creation of worldwide market for the products.

3. Fully utilization
Obtains benefit in production from the sales unification mix.
For example: various subsidiary companies may mutually use each other's
half finished product or the finished product.

4. Cost savings
Multinational company can share the same advertisement, to save advertising
cost.

5. Fair trade policy


To avoid protective trade policies, such as forbidding a country from levying
heavy taxes on imported products

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Disadvantages:
1. Complexity of management
Cultural differences that occur between subsidiary company and parent
company may cause difficulty in daily operation.

2. Time lag
There is a time lag between parent company and subsidiary company in
recognizing a problem or deciding on the correct policy and then
implementing the policy.

(vii) Holding Company


Type of business organization that allows a firm (called parent) and its directors
to control or influence other firms (called subsidiaries). This arrangement makes
venturing outside one's core industry possible and, under certain conditions, to
benefit from tax consolidation, sharing of operating losses, and ease of
divestiture .
*divestiture: the sale by a company of a product line or a subsidiary or a
division

The legal definition of a holding company varies with the legal system. Some
require holding of a majority (80 percent) or the entire (100 percent) voting
shares of the subsidiary whereas other require as little as five percent.

A subsidiary company can continue to use the original name of the business, to
enjoy the goodwill that has been established.
The parent company and its subsidiary companies can form group of companies
such as Berjaya Group.
Example: Berjaya Corporation Berhad, Mulpha International Berhad

Generally, formation of a holding company exists through acquisitions or the


setting up of subsidiary company.

Common modes of acquisition are as follows:


- Acquisition of raw material suppliers to ensure that the availability of the
sources raw materials
- Acquisition of vendors to ensure that the sales of the product is carry out
smoothly
- Acquisition of the same or different industry business so as increase market
shares and enjoy economies of scale

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Advantages:
1. economies of scale
It can raise more capital and expand the business, enjoying economies of
scale.

2. debts
The parent company does not have to liable for the debts of subsidiary
company.

Disadvantages:
1. Complexity of management
The management may be more complex. As the firm grows in size, there will
be problems of communication, coordination and control.

2. Account’s privacy
It is required by law to publicize the parent company and subsidiary
company’s account

12.4 Commercial Organization


Basically, commercial organization can be divided into Chamber of
Commerce and Trade Association.

(a) Chamber of Commerce


The Chamber of Commerce was founded with the objective of safeguarding the
interests of members by paying close attention to the Government legislations.
It works closely with government rules and regulations to maintain or improve
the benefits of its members.

Under the Societies Act 1966, Chamber of Commerce must apply for
registration to the Societies Registration Board.

The Executive Secretary is responsible for the administrative work.


Examples: The Chinese Chamber of Commerce and Industry of Kuala Lumpur,
Penang Chinese Chamber of Commerce, The Associated Chinese Chamber of
Commerce and Industry of Malaysia.

,
Malaysian International Chamber of Commerce and Industries (MICCI)

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The responsibilities of the Chamber of Commerce:
1. to convene meetings and provide advice for trade and industry
2. to improve and promote the nations’ industrial and commercial
3. to introduce and provide guidance for the activities of domestic trade
4. to mediate disputes between members
5. to collect trade statistics for members’ reference
6. to organize trade fairs and business courses
7. to conduct trade fairs and make on the spot evaluation

(b) Trade Association


A trade association is an organization whose members are involved in a
particular business or trade, such as retail and wholesale, fabrics, food stuff,
transportation.

Example:
Penang San Kiang Association, Penang Sao Lim Athletic Association, Life
Insurance Association of Malaysia

BUSINESS STUDIES – Senior Two Page 16 of 21


DEWAN PERHIMPUNAN
CINA
PULAU PINANG
PENANG CHINESE TOWN
HALL

团体 个人
团体
PENANG MOTOR DRIVERS' ASSOCIATION PENANG ONG SI THYE GUAN TONG
槟城汽车司机公会 槟城王氏太原堂

PENANG PETTY TRADERS ASSOCIATION PENANG PHILHARMONIC SOCIETY


槟城小贩联合会 槟城音乐协会

PENANG PRESS CLUB PENANG RICE MERCHANT ASSOCIATION


槟城报界俱乐部 槟城米商公会

PENANG RUBBER TRADE ASSOCIATION PENANG SAN KIANG ASSOCIATION


槟城树胶公会 槟榔屿三江公会

PENANG SEOW SEET SAN HEALTH CULTURE


PENANG SAO LIM ATHLETIC ASSOCIATION
ASSOCIATION
槟城少林国术健身社
槟城少室山健身社

PENANG SIEW HENG FOO ASSOCIATION PENANG SOO ASSOCIATION


槟城肇庆府会馆 槟城史氏公会

PENANG STATE ENGINEERING INDUSTRIES


PENANG TAI OON SEAH
ASSOCIATION
槟城大安社
槟城州机器厂商公会

PENANG TAIlORING ASSOCIATION PENANG TONG AUN KIM HAR ASSOCIATION


槟城缝业联合会 槟城同安金厦公会

PENANG TRISHAW RIDERS' ASSN PENANG TSEN LUNG FUI KON


槟城三轮车工友联合会 槟城增龙会馆

PENANG UN KHUAY HOEY KUAN PENANG UNION CLUB


槟城安溪会馆 槟城友联别墅

PENANG WATCH DEALERS' ASSOCIATION PENANG WEN XIN ASSOCIATION


槟城钟表同业公会 槟城温馨联谊会

PERSAKUTUAN KETURUNAN YEE P.P. PERSATUAN PENGANUT DESA TYE SU HOO


KEDAH 太师府

BUSINESS STUDIES – Senior Two Page 17 of 21


槟吉余氏公会

PERSATUAN CHINGAY PULAU PINANG PERSATUAN ALUMNI CHUNG LING PENANG


槟州大旗鼓队公会 槟城钟灵校友会

PERSATUAN ALUMNI CHUNG LING PERSATUAN ALUMNI HAN CHIANG PULAU


SEBERANG PERAI. PINANG
威省钟灵校友会 槟城韩江同学会

PERSATUAN BAS SEKOLAH PULAU PINANG


PERSATUAN AMAL CHIN CHEE KOK
槟城学生车公会
威南高渊德教会振积阁

PERSATUAN BEKAS MURID-MURID PERSATUAN BEKAS MURID-MURID


槟城益华校友会 威省大山脚金星校友会

PERSATUAN BEKAS MURID-MURID HAN PERSATUAN BEKAS MURID-MURID HAN


CHIANG BUTTERWORTH CHIANG S. PRAI
北海韩江校友会 威省韩江校友会

PERSATUAN BEKAS MURID-MURID POAY PERSATUAN BEKAS MURID-MURID


WAH SEKOLAH CHONG KUANG
槟城丹绒武雅培华校友会 威省爪夷崇光校友会

PERSATUAN BEKAS MURID-MURID PERSATUAN BEKAS MURID-MURID


SEKOLAH JIT SIN SEKOLAH KEONG HOE PULAU PINANG
大山脚日新校友会 槟城共和学校校友会

PERSATUAN BEKAS MURID-MURID PERSATUAN BEKAS MURID-MURID


SEKOLAH LAY KEOW PMTG PAUH SEKOLAH LI TEK
威省峇东埔励侨校友会 丽泽校友会

PERSATUAN BEKAS MURID-MURID PERSATUAN BEKAS MURID-MURID


SEKOLAH PENG BIN, BUKIT TENGAH, S.P SEKOLAH PHEI SHIN
威省平民校友会 槟城培新校友会

PERSATUAN BEKAS MURID-MURID PERSATUAN BINAAN RUMAH BERHALA TUA


SEKOLAH SHANG WU PULAU PINANG PEK KONG
槟城商务校友会 峰溪山大伯公庙

PERSATUAN BOLA KERANJANG S.P.S. Persatuan Chingay S. Perai P. Pinang


槟城篮球总会威南分会 威省北海大旗鼓公会

BUSINESS STUDIES – Senior Two Page 18 of 21


ABOUT LIAM / OBJECTIVES OF LIAM
..

The responsibilities of a Trade Association:


1. To enhance and maintain the common interests of members
2. To seek the development of the industry
3. To avoid unhealthy competition among the same industry
4. As a platform for industry representations to speak out dissatisfaction

12.5 Public Corporation

Public Corporation or Public Enterprise is established by Act of Parliament.

Purpose
1. The construction of public facilities require substantial funding. Only the
government has the ability to raise the funds. Due to slow return on investment,
private enterprise may be not interested in investing in public corporations.

2. The public corporation provides services and facilities which are closely
linked with the livelihood of the people. If these services are managed by the
private sector, service fees many increase and aggravate the people’s cost of
living.

3. To promote public interest by providing essential goods and services at


reasonable rates to those who need them, whether rich or poor.

Examples: Jabatan Kerja Raya (JKR), Radio Television Malaysia (RTM),


Lembaga Penggalakan Pelancongan Malaysia

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Capital
Capital is provided by the government or local authority. Loans and advances
are obtained through the government.

Management and control


Public Corporations are managed by the cabinet, and appoint a minister to
monitor the operations. The assemblyman must submit final account and report
to congress anually.

Distribution of profits
Profits, if any, are ploughed back for expansion of the corporation or used to
subsidize rates or cover losses

Advantages:
1. Promotion of public interest
Merit goods like education and health services are provided at reasonable price.

2. Reduce the gap


The government provides or subsidies the provision of merit goods, like
education and health services. In this way, the level of poverty can also be
reduced.

3. Higher standards of living


As the public corporation provides the services and facilities which are
closely linked with the livelihood of the people, it must be run efficiently to
help improve the people’s standard of living.

4. Tax exemption
The public corporation is owned by the government and no tax is imposed
on profit earned.

Disadvantages:
1. Lack of efficiency
Since it is usually a monopoly or sole supplier of a service, monopolization
encourages inefficiency as it does not have or any competition.

2. Complexity of management
The formulation and execution of policies be hindered by red tape.
* red tape = official rules and processes that seem unnecessary and delay
results
* hinder = to limit the ability of someone to do something, or to limit the
development of something

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3. Unprofitable venture
Absence of the profit motive and self-interest reduces efficiency.

4. Loss liability
Losses, if any, are borne by the government. This increases burden of tax
payers.

Exercise:
2009 7a.

12.6 Privatization
Privatization is defined as sale or return of publicly owned enterprises to private
ownership and control. It is opposite of nationalization.

Examples: Khazanah Nasional Berhad, Proton Holding Berhad, Sistem


Penerbangan Malaysia (MAS), Tenaga Nasional Berhad (TNB), Telekom
Malaysia Berhad, PLUS Expressways Berhad

The aims of privatization:


1. To reduce the government financial expenditures and administrative expenses
in building infrastructures
2. To allow the government more time to maintain public displine
3. To improve efficiency and productivity through competition
4. To accelerate economic growth
5. To reduce government's monopolistic policies in the economic field

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